SecProbe.io

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[ROPES & GRAY LLP LOGO]

ROPES & GRAY LLP
ONE INTERNATIONAL PLACE    BOSTON, MA 02110-2624    617-951-7000 F 617-951-7050
BOSTON          NEW YORK          SAN FRANCISCO          WASHINGTON, DC

DRAFT RESPONSE LETTER

July 19, 2005                                               Jessica T. O'Mary
                                                            (617) 951-7819
                                                            jomary@ropesgray.com

Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C.  20549

Attn:    Kim Browning, Esq.

         Re:   Post-Effective Amendment No. 25 to the Schroder Series Trust (the
               "Trust") Registration Statement on Form N-1A under the Securities
               Act of 1933 and Post-Effective Amendment No. 27 to the Trust's
               Registration Statement on Form N-1A under the Investment Company
               Act of 1940 (the "Registration Statement"), filed with the U.S.
               Securities and Exchange Commission (the "Commission") on April
               20, 2005 (Securities Act of 1933 File No. 33-65632 and Investment
               Company Act of 1940 File No. 811-7840), with respect to Schroder
               U.S. Small and Mid Cap Opportunities Fund (the "Fund")
               ------------------------------------------------------

Dear Ms. Browning:

     This letter sets forth the Trust's responses to comments you provided to me
telephonically on July 18, 2005. For convenience of reference, I have summarized
below the text of each comment in bold before each response; the Trust's
responses follow in normal typeface. In addition, enclosed with this letter is a
copy of each of the Prospectuses and the Statement of Additional Information,
marked to reflect changes that will be made in response to the comments.

     PROSPECTUS
     ----------

[ROPES & GRAY LLP LOGO]               - 2 -                        July 19, 2005

     (1) WE CONTINUE TO BELIEVE THAT THE SUMMARY DESCRIPTION OF THE FUND ON PAGE
1 IS REPETITIVE DISCLOSURE AND THEREFORE NOT HELPFUL TO INVESTORS.

     The Trust continues to believe this is helpful disclosure in accordance
with Form N-1A and that it conforms with the form used in all of the other
Schroder mutual fund prospectuses.

     (2) PLEASE CONFIRM WHETHER THE DISCLOSURE REGARDING THE FACTORS THAT THE
ADVISER CONSIDERS IN SELECTING SECURITIES GENERALLY IS THE SAME FOR SELECTING
SECURITIES IN AN INITIAL PUBLIC OFFERING ("IPO") OR WHETHER THERE ARE UNIQUE
ASPECTS TO THE IPO SELECTION PROCESS. IF SO, PLEASE ADD DISCLOSURE REGARDING HOW
THE ADVISER WILL GO ABOUT THE SELECTION PROCESS.

     The requested change has been made.

     (3) THE FUND HAS TWO 80% POLICIES. PLEASE CONSIDER WHETHER THESE SHOULD BE
SEPARATE POLICIES, OR ONE POLICY WITH "U.S." MODIFYING SMALL AND MID CAP.

     The policies have been combined.

     (4) IN THE FUND'S DISCUSSION OF COMMON STOCK RISKS PLEASE ADD AN
EXPLANATION OF THE STATUS OF COMMON STOCK HOLDERS. FOR EXAMPLE, ONE SENTENCE
REGARDING THEIR SUBORDINATED RIGHTS SIMILAR TO THAT IN THE SAI. THIS IS
TYPICALLY IN A FUND'S ITEM 2 DISCLOSURE BUT CAN ALSO BE INCLUDED IN THE ITEM 4
DISCLOSURE.

     The requested change has been made.

     (5) PLEASE ADD AN EXPLICIT DISCUSSION OF THE RISKS OF WARRANTS.

     The requested change has been made.

     (6) IF THE FUND CAN INVEST IN CONVERTIBLE PREFERRED STOCK PLEASE ADD AN
EXPLANATION OF THIS CHARACTERISTIC.

     The requested change has been made.

[ROPES & GRAY LLP LOGO]               - 3 -                        July 19, 2005

     (7) IN "HOW THE FUND'S SHARES ARE PRICED" PLEASE EXPLAIN HOW LIABILITIES
ARE ATTRIBUTED TO THE CLASSES OF A FUND. FOR EXAMPLE, IS IT ON A WEIGHTED BASIS?

     Generally, expenses and liabilities are attributed to classes of the Fund
on a weighted basis, although expenses particular to a class of the Fund are
attributed to such class. The Trust has added clarifying language to the
Statement of Additional Information.

     (8) PLEASE CONFIRM THAT DISCLOSURE REGARDING THE PRICING OF SHARES AS OF
4PM FOR PURCHASE OR SALES THROUGH INSTITUTIONS IS CLEAR IN BOTH "HOW TO SELL
SHARES" AND "HOW TO BUY SHARES" SHARES SECTIONS FOR BOTH PROSPECTUSES.

     The Trust has so confirmed and the requested change has been made.

     (9) IN THE SECTION "BROKERS AND OTHER FINANCIAL INSTITUTIONS" WHERE THE
PROSPECTUS STATES THE "FUND MAY BE DEEMED TO HAVE RECEIVED", PLEASE CHANGE "MAY"
TO "WILL." PLEASE CHANGE "WOULD BE PRICED" TO "WILL BE PRICED."

     The requested change has been made.

     (10) IN THE "SUSPENSION" PARAGRAPH "OR POSTPONE PAYMENT BY THE FUND" SEEMS
MORE APPROPRIATE THAN "OR POSTPONE PAYMENT FOR THE FUND."

     The requested change has been made.

     STATEMENT OF ADDITIONAL INFORMATION
     -----------------------------------

     (11) CURRENTLY THE PROSPECTUS INCLUDES NO RESTRICTION ON SHORT SALES.
PLEASE ADD SAI DISCLOSURE EXPLAINING THE FUND'S CURRENT INTENTION REGARDING
INVESTMENTS IN SHORT SALES (FOR EXAMPLE, THAT THE FUND DOES NOT INTEND TO INVEST
SUBSTANTIALLY IN SHORT SALES).

     The requested change has been made.

     (12) UNDER "CERTAIN DERIVATIVES", PLEASE STATE THAT THIS STRATEGY "IS"
CONSIDERED SPECULATIVE OR EXPLAIN WHEN IT WOULD NOT BE.

     The Fund may invest in a derivative instrument instead of in the investment
underlying the derivative. For example, the Fund may purchase a futures contract
in a particular security until it is able to purchase the underlying security
itself. The Trust does not consider that such investments will be any more
speculative than investments in the underlying security.

     (13) IN "DISCLOSURE OF PORTFOLIO HOLDINGS" HOW DOES THE REQUIREMENT AS TO
CONFIDENTIALITY APPLY TO AFFILIATES OF SCHRODERS? PLEASE CLARIFY THAT "SCHRODERS
PERSONNEL (INCLUDING PERSONNEL OF ITS AFFILIATES)" INCLUDES ONLY AFFILIATES AND
NOT ANY THIRD PARTY PERSONNEL.

[ROPES & GRAY LLP LOGO]               - 4 -                        July 19, 2005

     The Fund's policies and procedures regarding confidentiality are
distributed to affiliates of Schroders, affiliates with access to non-public
information are included in Schroders training programs on confidentiality, and
affiliates' compliance with the Fund's confidentiality policies and procedures
is included in the Chief Compliance Officer's report to the Trustees under Rule
38a-1. The Trust has added clarifying language.

     (14) GENERALLY, WHERE THERE IS AN ONGOING RELATIONSHIP TO DISCLOSE
NON-PUBLIC INFORMATION THE NAME OF SUCH RECIPIENTS MUST BE LISTED. THE NAMES OF
SPECIFIC AFFILIATES ARE NOT LISTED IN THIS SECTION (AND DO NOT NEED TO BE IF
THEY ARE LISTED ELSEWHERE). PLEASE CONFIRM THEY ARE LISTED ELSEWHERE AND
CONSIDER THAT IT MAY BE CLEARER TO LIST THEM IN THIS SECTION EXPLICITLY (FOR
EXAMPLE, THE ADMINISTRATOR).

     In addition to the entities already listed in the "Disclosure of Portfolio
Holdings" section, the Fund's administrator, sub-administrator and independent
registered public accounting firm receive non-public portfolio information on an
ongoing basis. The requested change has been made.

     (15) IN "DISCLOSURE OF PORTFOLIO HOLDINGS" YOU STATE "[A]NY ADDITION TO THE
LIST OF APPROVED RECIPIENTS" MUST COMPLY WITH THE STATED APPROVAL PROCESS. THIS
IMPLIES THAT THE PROCESS DID NOT APPLY TO ANY CURRENT RELATIONSHIPS. PLEASE
CLARIFY.

     The Trust has added clarifying language.

     (16) IN "BROKERAGE ALLOCATION", YOU STATE THAT ALLOCATIONS ARE GENERALLY ON
A PRO RATA BASIS. WHEN IS ALLOCATION OF OPPORTUNITIES NOT ON A PRO RATA BASIS?
AND HOW WILL IT IMPACT THE FUND?

     Normally, all allocations will be on a pro rata basis. However, it is
possible that a situation may arise in the future where Schroders will believe
that an alternative allocation is more appropriate. The language has been
modified accordingly.

                                   * * * * * *

     I hope that the foregoing is responsive to your comments. If you have any
questions please call me at (617) 951-7819 or my colleagues Leigh R. Fraser at
(617) 951-7485 or Timothy W. Diggins at (617) 951-7389. Thank you for your
efforts in reviewing the Registration Statement.

Very truly yours,

/s/ Jessica T. O'Mary

Jessica T. O'Mary

cc:
Carin Muhlbaum, Esq.
Mr. Alan M. Mandel
Timothy W. Diggins, Esq.
Leigh R. Fraser, Esq.
Sanjay Hebbar, Esq.

[SCHRODERS LOGO]

--------------------------------------------------------------------------------

PROSPECTUS
JULY __, 2005

SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND

Advisor Shares

This Prospectus describes Schroder U.S. Small and Mid Cap Opportunities Fund, a
mutual fund offered by Schroder Series Trust (the "Trust").

The Fund seeks capital appreciation. The Fund invests principally in equity
securities of small and mid cap companies in the United States.

This Prospectus explains what you should know about the Fund before you invest.
Please read it carefully. You can call the Schroder Mutual Funds at (800)
464-3108 to find out more about the Fund and other funds in the Schroder family
of funds. From outside the United States, please call (617) 483-5000 and ask to
speak with a representative of the Schroder Mutual Funds.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                              SCHRODER SERIES TRUST

TABLE OF CONTENTS

                                                                            PAGE

SUMMARY INFORMATION........................................................   1

FEES AND EXPENSES..........................................................   3

PRINCIPAL RISKS OF INVESTING IN THE FUND...................................   4

NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES.........................   5

MANAGEMENT OF THE FUND.....................................................   6

HOW THE FUND'S SHARES ARE PRICED...........................................   7

HOW TO BUY SHARES..........................................................   7

HOW TO SELL SHARES.........................................................   10

ADDITIONAL INFORMATION ABOUT ADVISOR SHARES;

DISTRIBUTION PLANS ........................................................   11

EXCHANGES..................................................................   12

DIVIDENDS AND DISTRIBUTIONS................................................   12

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES..........................   12

PAYMENT OF FEES............................................................   13

TAXES......................................................................   13

DISCLOSURES OF FUND PORTFOLIO INFORMATION .................................   14

USA PATRIOT ACT............................................................   14

SUMMARY INFORMATION

This summary identifies the investment objective, principal investment
strategies, and principal risks of Schroder U.S. Small and Mid Cap Opportunities
Fund (the "Fund"), a series of Schroder Series Trust (the "Trust").

o INVESTMENT OBJECTIVE. To seek capital appreciation.

<R>
o PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in companies in
the United States (determined as described below) that the Fund's adviser
considers to be small or mid cap companies. In selecting investments for the
Fund, the Fund's adviser seeks to identify securities of companies that it
believes offer the potential for capital appreciation, based on novel, superior
or niche products or services, operating characteristics, quality of management,
an entrepreneurial management team, their having gone public in recent years,
opportunities provided by mergers, divestitures or new management, or other
factors. These factors generally apply to all investments made by the Fund,
including initial public offerings, although the Fund may also invest in certain
initial public offerings that the portfolio manager believes will be in high
demand. The Fund may sell a security when the Fund's adviser believes it is
fully priced or when more attractive investment candidates become available.

The Fund normally invests at least 80% of its net assets in companies considered
by the Fund's adviser at the time to be a small or mid cap company located in
the United States. The Fund's adviser currently considers a company to be a
small or mid cap company if the company has a market capitalization (at the time
of purchase) of between $1 billion and $7 billion. The Fund may also invest in
equity securities of larger companies, if the Fund's adviser believes they offer
the potential for capital appreciation. The Fund invests in a variety of equity
securities, including common and preferred stocks, convertible preferred stock
and warrants to purchase common and preferred stocks. The Fund may purchase
securities on securities exchanges as well as over-the-counter, and may also
purchase securities offered in initial public offerings.

The Fund's adviser will consider an issuer located in the United States if it is
organized under the laws of the United States or any state of the United States,
or is domiciled or has its principal place of business located in the United
States.

</R>

o PRINCIPAL RISKS.

     o   It is possible to lose money on an investment in the Fund.

     o   SMALL AND MID CAP COMPANIES. Small and mid cap companies tend to be
         more vulnerable to adverse developments than larger companies. Small
         and mid cap companies may have limited product lines, markets, or
         financial resources, or may depend on a limited management group. Their
         securities may trade less frequently and in limited volumes. As a
         result, the prices of these securities may fluctuate more than the
         prices of securities of larger, more widely traded companies. Also,
         there may be less publicly available information about small and mid
         cap companies or less market interest in their securities as compared
         to larger companies, and it may take longer for the price of the
         securities to reflect the full value of their issuers' earnings
         potential or assets.

<R>
     o   EQUITY SECURITIES. Equity securities are securities that represent an
         ownership interest (or the right to acquire such an interest) in a
         company and include common and preferred stocks and warrants to
         purchase common or preferred stocks. In the event an issuer is
         liquidated or declares bankruptcy, the claims of owners of bonds take
         priority over holders of preferred stock, whose claims take priority
         over the claims of those who own common stock. A risk of investing in
         the Fund is the risk that the value of the equity securities in the
         portfolio will fall, or will not appreciate as anticipated by the
         Fund's adviser, due to factors that adversely affect U.S. equities
         markets generally or particular companies in the portfolio. The Fund
         may invest in preferred stock that is convertible into common stock
         which is subject to the same risks of both preferred and common stock.
         The Fund may invest in warrants to purchase securities. The price,
         performance and liquidity of such warrants are all directly linked to
         the underlying stock, less transaction costs. In addition to the market
         risk related to the underlying holdings, the Fund bears additional
         counterparty risk with respect to the issuing broker. Moreover, there
         is currently no active trading market for equity-linked warrants.
</R>

                                       1

     o   INITIAL PUBLIC OFFERINGS (IPOS). The Fund may pur